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HomeMy WebLinkAboutresolution.council.006-23RESOLUTION #006 (Series of 2023) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN AND FLAMEOUT FIRE PROTECTION, INC., AUTHORIZING THE CITY MANAGER TO EXECUTE SAID CONTRACT ON BEHALF OF THE CITY OF ASPEN, COLORADO. WHEREAS there has been submitted to the City Council a Contract between the City of Aspen and Flameout Fire Protection, Inc. for the replacement of Parks Department Campus Fire Suppression System. A true and accurate copy of which is attached hereto as Exhibit "A". NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, That the City Council of the City of Aspen hereby approves that Contract Order for, $70,000 between the City of Aspen and Flameout Fire Protection, Inc., a copy of which is annexed hereto and incorporated herein and does hereby authorize the City Manager to execute said agreement on behalf of the City of Aspen. INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on the 1 Oth day of January, 2023. 7Y--?� Torre, Mayor I, Nicole Henning, duly appointed and acting City Clerk do certify that the foregoing is a true and accurate copy of that resolution adopted by the City Council of the City of Aspen, Colorado, at a meeting held, January 10', 2023. Nicole G— Nicole Henning, Ci lerk DocuSign Envelope ID: OB0031 DC-5BFF-4E36-A366-E2D30702AB2D CITY OF ASPEN SERVICE AGREEMENT 2022-362 THIS AGREEMENT made this 20'' day of December. 2022. by and between the City of Aspen ("City") and the Supplier identified hereinbelow. WITNESSETH, that whereas the City wishes to purchase the services described hereinbelow and Supplier wishes to provide said services to the City as specified herein. NOW THEREFORE, in consideration of the following covenants, the parties agree as follows: SUPPLIER Flameout Fire Protection, Inc. P.O. Box 1296 Basalt, CO 81621 Spencer Boothe 970-927-4933 spencer@flameoutfire.net DESCRIPTION OF SERVICE Emergency procurement for full replacement of the existing fire sprinkler system at the Parks Department campus buildings. The existing fire sprinkler system has multiple compromised components, pipes and fittings due to age that have allowed air pressures to fluctuate and water to release into the system with false alarms. Systemic shortcomings of the existing fire sprinkler system have triggered multiple system alarms with the Fire Department. Replacement of the fire sprinkler system at the Parks Department campus buildings will provide necessary, reliable fire protection to the city staff and buildings at the Parks Department campus. Scope of work will include provision of new galvanized pipe with a projected use life of at least 40 years. The scope of work will also include "Option 1", back-up dry system air compressor to ensure consistent air pressure within the system to avoid false alarm triggers. Addition of an optional nitrogen generation system is not included in the scope of work. DURATION OF AGREEMENT AND SCHEDULE OF SERVICES TO BE PROVIDED This agreement will be for in place for 3 months, or until materials and services identified in Description of Service, "Exhibit B" are delivered, whichever occurs first. DESCRIPTION OF AMOUNT, METHOD OR MANNER OF COMPENSATION Flameout Fire Protection, Inc. has provided the City of Aspen Business Services Department a cost proposal for provision of a full replacement of the existing fire sprinkler system for the Parks Department campus buildings. Costs associated with supplied materials and services shall not exceed $70,000 with one payment to initiate the work and subsequent work progress payments through completion. DocuSign Envelope ID: OB0031DC-5BFF-4E36-A368-E2D30702AB2D AMENDMENTS TO GENERAL CONDITIONS The parties acknowledge and understand that this Service Agreement is, except as specifically amended hereinabove, subject to all of the terms and conditions set forth in the City of Aspen General Conditions for Service Agreements, a copy of which is appended hereto as Appendix "A" and by this reference made a part hereof. Having agreed to the above and foregoing, the parties hereto do affix their signatures. City of I��Pr�ad By: �aYa lam. Title: city Manager Date:1/11/2023 1 6:37:33 PM PST Approved as to form: DOCUSig Mod W. WSM— City Attorney's Office O."sig"d by: Supplier: 1�t,Lt.V' 9c895E5E�096do't By: Spencer Boothe Title: BM Date: 12/21/2022 1 10:30:45 AM PST General Conditions Special Conditions can be found on City of Aspen Website. Purchasing I Aspen, CO Serv-981.doc 2 DocuSign Envelope ID: OB0031DC-5BFF-4E36-A368-E2D30702AB2D EXHIBIT "A" CITY OF ASPEN GENERAL CONDITIONS FOR SERVICE AGREEMENTS These General Conditions have been prepared by the City of Aspen to be incorporated by reference into Service Agreements entered into between service providers ("Supplier") and the City of Aspen ("City"). The provisions herein may be interrelated with standard provisions of the Service Agreement customarily used by the City of Aspen to contract for services. A change in one document may necessitate a change in the other. Any amendments to the following terms and conditions mutually agreed to by the Supplier and the City shall be specifically noted on the Service Agreement. 1. Com letion. Supplier shall commence the provision of services as described in the Service Agreement in a timely manner. Upon request of the City, Supplier shall submit, for the City's approval, a schedule for the performance of Supplier's services which shall be adjusted as required. This schedule, when approved by the City, shall not, except for reasonable cause, be altered by the Supplier. 2. Payment. In consideration of the services provided, City shall pay Supplier the amounts set forth in the Service Agreement. Supplier shall submit, in timely fashion, invoices for services performed. The City shall review such invoices and, if they are considered incorrect or untimely, the City shall review the matter with Supplier within ten days from receipt of the Supplier's billing. Supplier's invoice shall be for the period ending the last day of each month and submitted to the City no later than the 5th day of each month. 3. Non -Assignability. Both parties recognize that this contract is one for personal services and cannot be transferred, assigned, or sublet by either party without prior written consent of the other. Sub -Contracting, if authorized, shall not relieve the Supplier of any of the responsibilities or obligations under this agreement. Supplier shall be and remain solely responsible to the City for the acts, errors, omissions or neglect of any subSupplier's officers, agents and employees, each of whom shall, for this purpose be deemed to be an agent or employee of the Supplier to the extent of the subcontract. The City shall not be obligated to pay or be liable for payment of any sums due which may be due to any subSupplier unless agreed to in writing beforehand by the City. 4. Termination. The Supplier or the City may terminate this Agreement upon thirty (30) days notice, without specifying the reason therefor, by giving notice, in writing, addressed to the other party, specifying the effective date of the termination. The City shall have the right to terminate the Service Agreement upon three (3) days notice if Supplier fails to comply with the terms and conditions set forth in Sections 1, 3, 5, 6, 7, 10, 13, 14, 16, 19 or 21. For breach of any other term and condition of the Service Agreement, City may terminate the Service Agreement with ten (10) days prior notice to cure and failure by Supplier to so cure. DocuSign Envelope ID: OB0031DC-5BFF-4E36-A368-E2D30702AB2D No compensation shall be earned after the effective date of the termination. Notwithstanding the above, Supplier shall not be relieved of any liability to the City for damages sustained by the City by virtue of any breach of this Agreement by the Supplier, and the City may withhold any payments to the Supplier for the purposes of set-off until such time as the exact amount of damages due the City from the Supplier may be determined. 5. Covenant Against Contingent Fees. The Supplier warrants that s/he has not been employed or retained any company or person, other than a bona fide employee working for the Supplier, to solicit or secure this contract, that s/he has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gifts or any other consideration contingent upon or resulting from the award or making of this contract. 6. Equipment, Materials and Su lies. Unless otherwise agreed to by the City, Supplier shall acquire, provide, maintain, and repair at Supplier's expense such equipment, materials, supplies, etc., as necessary for the proper conduct of the services to be provided in accordance with the Service Agreement. 7. Contract Monitoring. Supplier agrees to allow City to reasonably monitor the services to be provided in accordance with the Service Agreement. 8. Independem Stipp] ier Status. It is expressly acknowledged and understood by the parties that nothing contained in this agreement shall result in, or be construed as establishing an employment relationship. Supplier shall be, and shall perform as, an independent Supplier who agrees to use his or her best efforts to provide the said services on behalf of the City. No agent, employee, or servant of Supplier shall be, or shall be deemed to be, the employee, agent or servant of the City. City is interested only in the results obtained under this contract. The manner and means of conducting the work are under the sole control of Supplier. None of the benefits provided by City to its employees including, but not limited to, workers' compensation insurance and unemployment insurance, are available from City to the employees, agents or servants of Supplier. Supplier shall be solely and entirely responsible for its acts and for the acts of Supplier's agents, employees, servants and subSuppliers during the performance of this contract. Supplier shall indemnify City against all liability and loss in connection with, and shall assume full responsibility for payment of all federal, state and local taxes or contributions imposed or required under unemployment insurance, social security and income tax law, with respect to Supplier and/or Supplier's employees engaged in the performance of the services agreed to herein. 9. Indemnification. Supplier agrees to indemnify and hold harmless the City, its officers, employees, insurers, and self-insurance pool, from and against all liability, claims, and demands, on account of injury, loss, or damage, including without limitation claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind whatsoever, which arise out of or are in any manner connected with this contract, to the extent and for an amount represented by the degree or percentage such injury, loss, or damage is caused in whole or in part by, or is claimed to be caused in whole or in part by, the wrongful act, omission, error, professional error, mistake, negligence, or other fault of the Supplier, any subSupplier of the Supplier, or any officer, employee, representative, or agent of the Supplier or of any subSupplier of the Supplier, or which arises out of any workmen's compensation claim of any employee of the Supplier or of any employee of any subSupplier of the Supplier. The Supplier agrees to investigate, handle, respond to, and to provide defense for and defend against, any such liability, claims or demands at the sole expense of the Supplier, or at the option of the City, agrees to pay the City or DocuSign Envelope ID: OB0031DC-5BFF-4E36-A368-E2D30702AB2D reimburse the City for the defense costs incurred by the City in connection with, any such liability, claims, or demands. If it is determined by the final judgment of a court of competent jurisdiction that such injury, loss, or damage was caused in whole or in part by the act, omission, or other fault of the City, its officers, or its employees, the City shall reimburse the Supplier for the portion of the judgment attributable to such act, omission, or other fault of the City, its officers, or employees. 10. Supplier's Insurance. (a) Supplier agrees to procure and maintain, at its own expense, a policy or policies of insurance sufficient to insure against all liability, claims, demands, and other obligations assumed by the Supplier pursuant to Section 9 above. Such insurance shall be in addition to any other insurance requirements imposed by the Service Agreement or by law. The Supplier shall not be relieved of any liability, claims, demands, or other obligations assumed pursuant to Section 9 above by reason of its failure to procure or maintain insurance, or by reason of its failure to procure or maintain insurance in sufficient amounts, duration, or types. (b) Worker's Compensation insurance to cover obligations imposed by applicable laws for any employee engaged in the performance of work under this contract, and Employers' Liability insurance with minimum limits of ONE MILLION DOLLARS ($1,000,000.00) for each accident, ONE MILLION DOLLARS ($1,000,000.00) disease - policy limit, and ONE MILLION DOLLARS ($1,000,000.00) disease - each employee. Evidence of qualified self -insured status may be substituted for the Worker's Compensation requirements of this paragraph. (c) Commercial General Liability insurance with minimum combined single limits of TWO MILLION DOLLARS ($2,000,000.00) each occurrence and THREE MILLION DOLLARS ($3,000,000.00) aggregate. The policy shall be applicable to all premises and operations. The policy shall include coverage for bodily injury, broad form property damage (including completed operations), personal injury (including coverage for contractual and employee acts), blanket contractual, independent contractors, products, and completed operations. The policy shall include coverage for explosion, collapse, and underground hazards. The policy shall contain a severability of interests provision. (d) Comprehensive Automobile Liability insurance with minimum combined single limits for bodily injury and property damage of not less than ONE MILLION DOLLARS ($1,000,000.00) each occurrence and ONE MILLION DOLLARS ($1,000,000.00) aggregate with respect to each Contractor's owned, hired and non -owned vehicles assigned to or used in performance of the services. The policy shall contain a severability of interests provision. If the Contractor has no owned automobiles, the requirements of this Section shall be met by each employee of the Contractor providing services to the City under this contract. (e) If the Service Agreement requires any insurance in addition to that referenced above at subsections (a) and (b), or a particular type of coverage, Supplier shall procure and maintain, and shall cause any subSupplier of the Supplier to procure and maintain, the minimum insurance coverages referenced in the Service Agreement. All insurance coverages shall be procured and maintained with forms and insurance acceptable to the City. All coverages shall be continuously maintained to cover all liability, claims, demands, and other obligations assumed by the Supplier pursuant to Section 9 above. In the case of any claims -made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage. (f) The policy or policies required above shall be endorsed to include the City and the City's officers and employees as additional insureds. Every policy required above shall be primary insur- DocuSign Envelope ID: OB0031DC-5BFF-4E36-A368-E2D30702AB2D ance, and any insurance carried by the City, its officers or employees, or carried by or provided through any insurance pool of the City, shall be excess and not contributory insurance to that provided by Supplier. No additional insured endorsement to the policies required above shall contain any exclusion for bodily injury or property damage arising from completed operations. The Supplier shall be solely responsible for any deductible losses under any policy required above. (g) The certificate of insurance provided by the City shall be completed by the Supplier's insurance agent as evidence that policies providing the required coverages, conditions, and minimum limits are in full force and effect, and shall be reviewed and approved by the City prior to commencement of the contract. No other form of certificate shall be used. The certificate shall identify the Service Agreement and shall provide that the coverages afforded under the policies shall not be canceled, terminated or materially changed until at least thirty (30) days prior written notice has been given to the City. (h) Failure on the part of the Supplier to procure or maintain policies providing the required coverages, conditions, and minimum limits shall constitute a material breach of contract upon which City may terminate the Service Agreement as provided by Section 4 above, or at its discretion City may procure or renew any such policy or any extended reporting period thereto and may pay any and all premiums in connection therewith, and all monies so paid by City shall be repaid by Supplier to City upon demand, or City may offset the cost of the premiums against monies due to Supplier from City. (i) City reserves the right to request and receive a certified copy of any policy and any endorsement thereto. 0) The parties hereto understand and agree that City is relying on, and does not waive or intend to waive by any provision of this contract, the monetary limitations (presently $150,000.00 per person and $600,000 per occurrence) or any other rights, immunities, and protection provided by the Colorado Governmental Immunity Act, Section 24-10-101 et seq., C.R.S., as from time to time amended, or otherwise available to City, its officers, or its employees. 11. City's Insurance. The parties hereto understand that the City is a member of the Colorado Intergovernmental Risk Sharing Agency (CIRSA) and as such participates in the CIRSA Property/Casualty Pool. Copies of the CIRSA policies and manual are kept at the City of Aspen Finance Department and are available to Supplier for inspection during normal business hours. City makes no representations whatsoever with respect to specific coverages offered by CIRSA. City shall provide Supplier reasonable notice of any changes in its membership or participation in CIRSA. 12. Waiver of Presumption. The Service Agreement was negotiated and reviewed through the mutual efforts of the parties hereto and the parties agree that no construction shall be made or presumption shall arise for or against either party based on any alleged unequal status of the parties in the negotiation, review or drafting of the Service Agreement. 13. Certification Regarding Debarment Sus ension Ineligibility, and VoluntaLy Exclusion. Supplier certifies, by acceptance of the Service Agreement, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in any transaction with a Federal or State department or agency. It further certifies that prior to submitting its laid that it did include this clause without modification in all DocuSign Envelope ID: OB0031 DC-5BFF-4E36-A368-E2D30702AB2D lower tier transactions, solicitations, proposals, contracts and subcontracts. In the event that vendor or any lower tier participant was unable to certify to this statement, an explanation was attached to the Bid and was determined by the City to be satisfactory to the City. 14. Warranties Against Contingent Fees Gratuities Kickbacks and Conflicts of Interest. Supplier warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Supplier for the purpose of securing business. Supplier agrees not to give any employee or former employee of the City a gratuity or any offer of employment in connection with any decision, approval, disapproval, recommendation, preparation of any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering advice, investigation, auditing, or in any other advisory capacity in any proceeding or application, request for ruling, determination, claim or controversy, or other particular matter, pertaining to this Agreement, or to any solicitation or proposal therefor. Supplier represents that no official, officer, employee or representative of the City during the term of the Service Agreement has or one (1) year thereafter shall have any interest, direct or indirect, in the Service Agreement or the proceeds thereof, except those that may have been disclosed at the time City Council approved the execution of the Service Agreement. In addition to other remedies it may have for breach of the prohibitions against contingent fees, gratuities, kickbacks and conflict of interest, the City shall have the right to: 1. Cancel the Service Agreement without any liability by the City; 2. Debar or suspend the offending parties from being a Supplier, vendor, or sub -Supplier under City contracts; 3. Deduct from the contract price or consideration, or otherwise recover, the value of anything transferred or received by the Supplier; and 4. Recover such value from the offending parties. 15. Termination for Default or for Convenience of Ci1y. The services contemplated by the Service Agreement may be canceled by the City prior to acceptance by the City whenever for any reason and in its sole discretion the City shall determine that such cancellation is in its best interests and convenience. 16. Fund Availability. Financial obligations of the City payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. If the Service Agreement contemplates the City utilizing state or federal funds to meet its obligations herein, the Service Agreement shall be contingent upon the availability of those funds for payment pursuant to the terms of the Service Agreement. 17. Cif Council Approval. If the Service Agreement requires the City to pay an amount of money in excess of $50,000.00 it shall not be deemed valid until it has been approved by the City Council of the City of Aspen. DocuSign Envelope ID: OB0031DC-5BFF-4E36-A368-E2D30702AB2D 18. Notices. Any written notices as called for herein may be hand delivered or mailed by certified mail, return receipt requested to the respective person or address listed for the Supplier in the Service Agreement. 19. Non -Discrimination: penalty. No discrimination because of race, color, creed, sex, Irlarltal status, affecliunal or sexual orientation, family responsibility, national origin, ancestry, handicap, or religion shall be made in the employment of persons to perform services under this contract. Supplier agrees to meet all of the requirements of City's municipal code, Section 15.04.570, pertaining to non-discrimination in employment. 20. City of Aspen Procurement Code. Notwithstanding anything to the contrary contained herein or in the Contract Documents, the Service Agreement shall be subject to the City of Aspen Procurement Code, Chapter 3 of the Aspen Municipal Code. 21. Compliance With All Laws and Regiilatiotls. Supplier shall give all notices and comply with all laws, regulations, and ordinances applicable to the provision of the services contemplated by the Service Agreement. Supplier shall obtain all necessary business licenses and permits, and shall pay all requisite occupation taxes levied by the City of Aspen upon persons engaged in business within the City limits. 22. Waiver. The waiver by the City of any term, covenant, or condition hereof shall not operate as a waiver of any subsequent breach of the same or any other term. No term, covenant, or condition of the Service Agreement can be waived except by the written consent of the City, and forbearance or indulgence by the City in any regard whatsoever shall not constitute a waiver of any term, covenant, or condition to be performed by Supplier to which the same may apply and, until complete performance by Supplier of said term, covenant or condition, the City shall be entitled to invoke any remedy available to it under the Service Agreement or by law despite any such forbearance or indulgence. 23. Execution of Service Agreement by QLty. The Service Agreement shall be binding upon all parties hereto and their respective heirs, executors, administrators, successors, and assigns. Notwithstanding anything to the contrary contained herein, the Service Agreement shall not be binding upon the City unless duly executed by the City Manager of the City of Aspen (or a duly authorized official in his or her absence). 24. Worker Without Authorization prohibited — CRS 8-17.5-101 & 24-76.5-101 Purpose. During the 2021 Colorado legislative session, the legislature passed House Bill 21- 1075 that amended current CRS §8-17.5-102 (1), (2)(a), (2)(b) introductory portion, and (2)(b)(III) as it relates to the employment of and contracting with a "worker without authorization" which is defined as an individual who is unable to provide evidence that the individual is authorized by the federal government to work in the United States. As amended, the current law prohibits all state agencies and political subdivisions, including the Owner, from knowingly hiring a worker without authorization to perform work under a contract, or to knowingly contract with a Consultant who knowingly hires with a worker without authorization to perform work under the contract. The law also requires that all contracts for services include certain specific language as set forth in the statutes. The following terms and conditions have been designed to comply with the requirements of this new law. DocuSign Envelope ID: OB0031DC-5BFF-4E36-A368-E2D30702AB2D Definitions. The following terms are defined by this reference are incorporated herein and in any contract for services entered into with the Owner. 1. "E-verify program" means the electronic employment verification program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, that is jointly administered by the United States Department of Homeland Security and the social security Administration, or its successor program. 2. "Department program" means the employment verification program established pursuant to Section 8-17.5-102(5)(c). 3. "Public Contract for Services" means this Agreement. 4. "Services" means the furnishing of labor, time, or effort by a Consultant or a subconsultant not involving the delivery of a specific end product other than reports that are merely incidental to the required performance. 5. "Worker without authorization" means an individual who is unable to provide evidence that the individual is authorized by the federal government to work in the United States By signing this document, Consultant certifies and represents that at this time: 1. Consultant shall confirm the employment eligibility of all employees who are newly hired for employment to perform work under the public contract for services; and 2. Consultant has participated or attempted to participate in either the e-verify program or the department program in order to verify that new employees are not workers without authorization. Consultant hereby confirms that: 1. Consultant shall not knowingly employ or contract with a worker without authorization to perform work under the Public Contract for Services. 2. Consultant shall not enter into a contract with a subconsultant that fails to certify to the Consultant that the subconsultant shall not knowingly employ or contract with a worker without authorization to perform work under the Public Contract for Services. 3. Consultant has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under the public contract for services through participation in either the e-verify program or the department program. 4. Consultant shall not use the either the e-verify program or the department program procedures to undertake pre -employment screening of job applicants while the Public Contract for Services is being performed. If Consultant obtains actual knowledge that a subconsultant performing work under the Public Contract for Services knowingly employs or contracts with a worker without authorization, Consultant shall: DocuSign Envelope ID: OB0031DC-5BFF-4E36-A368-E2D30702AB2D 1. Notify such subconsultant and the Owner within three days that Consultant has actual knowledge that the subconsultant is employing or subcontracting with a worker without authorization: and 2. Terminate the subcontract with the subconsultant if within three days of receiving the notice required pursuant to this section the subconsultant does not stop employing or contracting with the worker without authorization; except that Consultant shall not terminate the Public Contract for Services with the subconsultant if during such three days the subconsultant provides information to establish that the subconsultant has not knowingly employed or contracted with a worker without authorization. Consultant shall comply with any reasonable request by the Colorado Department of Labor and Employment made in the course of an investigation that the Colorado Department of Labor and Employment undertakes or is undertaking pursuant to the authority established in Subsection 8- 17.5-102 (5), C.R.S. If Consultant violates any provision of the Public Contract for Services pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the Owner may terminate this Agreement. If this Agreement is so terminated, Consultant shall be liable for actual damages to the Owner arising out of Consultant's violation of Subsection 8-17.5-102, C.R.S. It is agreed that neither this agreement nor any of its terms, provisions, conditions, representations or covenants can be modified, changed, terminated or amended, waived, superseded or extended except by appropriate written instrument fully executed by the parties. If any of the provisions of this agreement shall be held invalid, illegal or unenforceable it shall not affect or impair the validity, legality or enforceability of any other provision. 25. General Terms. (a) It is agreed that neither the Service Agreement nor any of its terms, provisions, conditions, representations or covenants can be modified, changed, terminated or amended, waived, superseded or extended except by appropriate written instrument fully executed by the parties. (b) If any of the provisions of the Service Agreement shall be held invalid, illegal or unenforceable it shall not affect or impair the validity, legality or enforceability of any other provision. (c) The parties acknowledge and understand that there are no conditions or limitations to this understanding except those as contained herein at the time of the execution hereof and that after execution no alteration, change or modification shall be made except upon a writing signed by the parties. (d) The Service Agreement shall be governed by the laws of the State of Colorado as from time to time in effect. 10 DocuSign Envelope ID: OB0031DC-5BFF-4E36-A368-E2D30702AB2D 26. Electronic Signatures and Electronic Records This Agreement and any amendments hereto may be executed in several counterparts, each of which shall be deemed an original, and all of which together shall constitute one agreement binding on the Parties, notwithstanding the possible event that all Parties may not have signed the same counterpart. Furthermore, each Party consents to the use of electronic signatures by either Party. The Scope of Work, and any other documents requiring a signature hereunder, may be signed electronically in the manner agreed to by the Parties. The Parties agree not to deny the legal effect or enforceability of the Agreement solely because it is in electronic form or because an electronic record was used in its formation. The Parties agree not to object to the admissibility of the Agreement in the form of an electronic record, or a paper copy of an electronic documents, or a paper copy of a document bearing an electronic signature, on the ground that it is an electronic record or electronic signature or that it is not in its original form or is not an original. IF DocuSign Envelope ID: OB0031DC-5BFF-4E36-A368-E2D30702AB2D Exhibit B FLAMEOUT FIRE PROTECTION, Inc. P.O. Box 1296 Basalt, CO 81621 Phone (970) 927-4933 sm ncer a ilameotnfire.net www.flameoutfire.net January 20, 2020 Confirmed City Of Aspen l 2/09/2022 130 S Galena St Aspen, CO 81611 Attn: Brad RE: City of Aspen Parks Dept Dry system FIRE PROTECTION FIRE SPRINKLER INSTALLATION Fire sprinkler bid is as follows: - Bid based on full replacement of an existing fire sprinkler system for an existing structure SCOPE OF WORK: - Fire sprinkler work will be preformed (TBD) - Demolition: - Demolition of current fire sprinkler system and piping - Demolition will be based on schedule (TBD) - Demo'd materials will be disposed in onsite recycle dumpster - Recycle dumpster to be provided by others - Installation: - Bid based on installation of exposed piping throughout parking garage - Fire sprinkler system will be installed in accordance with NFPA 13 and applicable local codes - Fire sprinkler system will be installed in galvanized steel pipe and fittings throughout (welded pipe, grooved pipe and fittings) - 1" — 2" piping will be sch 30 piping - 2-1/2"- 6" will be sch. 10 piping - Fire sprinklers will be upright type and pendent type (brass/) (trim and sprinkler guards as needed) - Bid based on a dry type system throughout garage: - Install dry valves and components - Piping, drain piping - Installation of a new air compressor (UL listed) - Reuse existing all -thread hanger drops (as much as we can) - New hangers will be installed - Existing backflow device to remain - Permit/ plan review/ inspections/ design review - Design will be updated from previous design to accommodate current code compliance - Installation of components necessary for code compliance: signage valve tagging and a FDC - Use of man lift(s) as needed - Fire Caulking (as needed) - Bid based on tax exempt status DocuSign Envelope ID: OB0031DC-5BFF-4E36-A368-E2D30702AB2D FIRE PROTECTION Cont... **NOTE** Installation of smoke or heat sensors, alarm systems to be installed by others **NOTE** General contractor must carry builder's risk insurance **NOTE** A floor drain must be provided at fire sprinkler location (min of 411) **NOTE** Fire sprinkler equipment room must be in a heated area with full height accessible EXCLUSIONS: - No water storage - No fire pumps - No other work to be preformed - No protection owner property or finishes - No digging or backfilling of any kind - No electric work, wiring of any kind - No concrete work, core drilling or anything of the like - NO SIESMIC BRACING - No Installation of smoke or heat sensors - No system monitoring - No alarm systems, devices or wiring of any kind other than mechanical valves, flow switches and tamper switches. - No electric wiring or low voltage wiring of any kind to pumps and controllers - No fire protection in any other detached buildings or any exterior covered areas - No drilling through steel beams, micro lams or exposed wood beams or logs (this must be coordinated with general and architect) - No hydrants, dry hydrant or hydrant piping of any kind - No freeze protection provided - NO FIRE WATCH OR MONITORING OF OFFLINE SYSTEM **NOTE** ANY ITEMS NOT LISTED IN ABOVE BID IS CONSIDERED OVER AND BEYOND BID AND WILL BE A CHANGE ORDER. FLAMEOUT FIRE PROTECTION RESERVES THE TO CHANGE BID PRICE IF FIRE MARSHALL IMPOSES ANY UNFORESEEN CHANGES OR IF MATERIAL PRICES INCREASE **NOTE** Flame Out Fire Protection, Inc. reserves the right to substitute materials will equal or similar product **NOTE** Fire sprinkler system will be offline during re -installation PRICING: FIRE SPRINKLER DEMOLITION PRICE: $3,300.00 FIRE SPRINKLER SYSTEM INSTALLATION: $60,000.00 Labor: $28,000.00 Material: $29,000.00 SOW/PERMIT: $3,000.00 GRAND TOTAL PRICE: $63,300.00 DocuSign Envelope ID: OB0031DC-56FF-4E36-A366-E2D30702AB2D OPTION #1: -Installation of a back-up dry system air -compressor (UL listed) - Installation of piping, drain down valve from a/c location to main riser control location OPTION #1 PRICE: $6,700.00 Option 1 Approved--12/20/22, Scott Chism, Director of Business OPTION #2: Services - Installation of a nitrogen generation system to provide system pressure replacing standard air compressor System - Installation of a Potter INS-600 nitrogen generator - Installation of 2- integrated 1/2hp oil -less A/C - Installation of 20gal nitrogen tank - Nitrogen membrane - This system is a wall hung unit- includes all compressors, tank,filters, relief valves, coolers, auto drains and gauges - Controller - Portable nitrogen analyzer **NOTE** This unit is based on a total system capacity of 403 gallons, with the largest riser size being 403gal @ 40psi. This assumes a 6psi leak rate per 24hrs per riser/system **NOTE** This system will require electrical wiring and alarm system tie in, ALL BY OTHERS OPTION #2 PRICE: $19,000.00 **NOTE** PLEASE SEE THE ATTACHED INFORMATION PAGE **PRICING VALID FOR 30 DAYS** Signed - Date: (City of Aspen) Si ned: Date 1vsi22 I; (Flame Out Fire Protection, Inc.)